Exhibit
10.11


 


RATIFICATION
OF MASTER AGREEMENT

dated as of July 11, 2008

between BP Corporation North America Inc. (BPCNA”)

and Resaca Exploitation, Inc., a Texas Corporation (“Counterparty”)


 


BPCNA
and Counterparty, then known as Resaca Exploitation, LP, a Delaware limited
partnership (“Resaca LP”) have previously entered into that certain ISDA Master
Agreement dated as of April 28, 2006 as amended by that certain Amendment
Agreement (the “Amendment”) dated as of October 12, 2007 and that certain
Restated Amendment Agreement (the “Restated Amendment”) dated as of June 17,
2008 (the “Agreement”), which Agreement includes all Confirmations exchanged
between the parties confirming the Transactions thereunder. Counterparty has
informed BPCNA that it has converted from a Delaware limited partnership to a
Texas corporation in contemplation of the Offering (as defined in the Restated
Amendment), and, upon execution and delivery of this Ratification of Master
Agreement (this “Ratification”) the “Effective Date” as defined in the Restated
Amendment shall have occurred.


 


1.                                      Assumption
of the Agreement


 


(A)                              Effective as of
                    ,
2008 and pursuant to that certain Plan of Conversion of Resaca Exploitation, LP
into Resaca Exploitation, Inc., Counterparty was duly formed by conversion
of Resaca LP under applicable law. As a result of such conversion, the business
of Resaca LP is being continued by Counterparty in all respects and
Counterparty has undertaken and assumed by operation of law, and hereby undertakes
and assumes, all of the rights, obligations and liabilities of Resaca LP with
respect to the Agreement and the Security Documents (as defined in the
Agreement) accruing prior to, on or subsequent to the date hereof and with the same force and effect as if originally
named therein as a party in the place and stead of Resaca LP (for the avoidance of doubt, including any rights,
obligations and liabilities of Resaca LP required to be performed by it on or
prior to the date hereof with respect to the Agreement and the Security
Documents), and hereby confirms that it shall be deemed a party to the
Agreement and each Security Document to which Resaca LP is a party and shall be
bound by all the terms thereof as if therein named.


 


(B)                                Counterparty hereby agrees that any and all
actions by Resaca LP, the general partner of Resaca LP and/or the officers of
the general partner of Resaca LP on behalf of Resaca LP for and on behalf of
and in the name of Resaca LP prior to its conversion from a Delaware limited
partnership to a Texas corporation assumption and the execution and delivery of
this Ratification, in connection with any of the foregoing matters, including,
but not limited to, negotiations of the terms and/or the execution and delivery
of the Agreement, any Confirmations or Transactions entered into under and as
part of such Agreement, and the Security Documents be, and they are hereby
ratified, confirmed and shall be binding upon Counterparty in all respects for
all purposes;


 


2.             Representations


 


Counterparty
represents to BPCNA that all representations contained in the Agreement are
true and accurate as of the date of this Ratification and that such
representations are deemed to be given or repeated by it, as the case may be,
on the date of this Ratification.


 


Counterparty
hereby represents to BPCNA as follows:


 


(a)  it has the
power to, and has taken all action necessary for it to, execute and deliver
this Ratification;


 


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(b)  its execution
and delivery of this Ratification does not violate or conflict with any law
applicable to it, any provision of its constitutional documents, any order or
judgment of any court or other agency of government applicable to it or any of
its assets or any contractual restriction binding on or affecting it or any of
its assets;


 


(c)  all
governmental and other consents that are required to have been obtained by it
with respect to its execution and delivery of this Ratification have been
obtained and are in full force and effect, and all conditions of all such
consents have been complied with;


 


(d)  this
Ratification is its legal, valid and binding agreement, enforceable against it
in accordance with the terms of this Ratification (subject to applicable
bankruptcy, reorganization, insolvency, moratorium or similar laws affecting
creditors’ rights generally);


 


(e)  the Agreement
is in full force and effect; and


 


(f)  the person
executing this Ratification on its behalf has been duly authorized by it to
execute and deliver this Ratification.


 


3.             Miscellaneous


 


(a)  Definitions. Capitalized terms used in this Ratification
and not otherwise defined herein shall have the meanings specified for such
terms in the Agreement.


 


(b)  Entire Agreement. This Ratification constitutes the entire agreement
and understanding of the parties with respect to its subject matter and
supersedes all oral communications and prior writings (except as otherwise
provided herein) with respect thereto.


 


(c)  Counterparts. This Ratification may be executed and delivered
in counterparts (through facsimile transmission or otherwise in writing), each
such counterpart shall be deemed an original, and all such counterparts,
together, shall constitute a single agreement.


 


(d)  Headings. The headings used in this Ratification are
for convenience or reference only and are not to affect the construction of or
to be taken into consideration in interpreting this Ratification.


 


(e)  Governing Law. THIS RATIFICATION SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


 


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IN WITNESS WHEREOF, the parties hereto have caused this
Ratification to be duly executed as of the day and year first above written.


 


 


	
   

  	
  RESACA EXPLOITATION, INC., a Texas
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John
  J. Lendrum III

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
  Date:

  	
  7/2/08

  
	
   

  	
  Name:

  	
  John J. Lendrum III

  
	
   

  	
   

  
	
  Acknowledged
  and Agreed by:

  	
   

  
	
   

  	
   

  
	
  BP CORPORATION NORTH AMERICA INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Tom Nuelle

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Tom Nuelle

  	
   

  	
   

  
	
  Title:

  	
  Head of Houston Middle Office Control

  	
   

  	
   

  
	
  Date:

  	
  7-2-08

  	
   

  	
   

  



 


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